Preludes Ch. 12: Flipped Pt. 01

As Matt playfully groped her for Flip's benefit, he took in a breath and spoke to his friend.

"And, like I said, totally real."

For emphasis, he cupped each breast in his hand from underneath and lifted them gently into a more upright position. He squeezed them together slightly and sunk his fingers deeply into the impossibly soft flesh as he watched Flip's eyes practically bug out of the sockets. Holding Rachel in the position for a moment, he grinned and let her tits fall back into their already gravity-defying point of rest as he cleared his throat and spoke again.

"Well you got to see 'em so I guess it's about time for you to roll, bro. Cause now Rachel and I have some, uh, chilling, of our own to do."

Rachel's ears burned at his suggestive comment. Not that it made much difference. She was topless, getting felt up like it was some sort of show. She held her breath as she looked at Flip's jealous face. He was probably thinking about what she'd be doing in a few minutes. He'd probably be imagining it as he drove home too. It made her buzz.

Flip let his eyes pass over Rachel's chest a final time before he nodding and standing up slowly. He raised his chin at Matt and bumped his fist as he walked by.

"All right, man. Well, have fun, you two. Don't 'chill' too hard or anything."

He smirked and grinned at Rachel before turning and disappearing up the stairs. Rachel listened as the sound of his footsteps got progressively softer and she flinched as she heard the front door slam shut. She was alone with Matt again.

Strangely, she felt weird about it. It was a paradox. Finding out that Matt had a friend over had initially thrown her and made her uncomfortable. But now that he was gone, she felt like she was on her own. It didn't make sense.

She didn't have time to ponder it though as Matt's eager hands reminded her pretty quickly of why she'd come over in the first place. Reclined solidly into his chest, she moaned with muted pleasure as he cupped and kneaded her full breasts. It did feel good. She shivered as she felt one of his hands slide down her bare stomach and make contact with the front of her shorts. Her pussy tingled as Matt's fingers traced around it from the outside. Her breaths started to come faster and she licked her lips as her pulse quickened in time. Her arousal was taking over and she began to push away the specifics of where she was and who she was with. She knew in a minute she'd be kneeling and smoothly working a penis between her lips. It made her feel powerful. And needed. She was ready.

Matt was ready, too. And he could sense she was on board. He retracted his hands from her chest and gently pushed her back up into a sitting position. They both stood up and Rachel turned around to face him. She watched as Matt slipped off his shirt and tossed it aside before casually sliding his shorts down to his knees. His dick was hardening and he reached an arm behind him to brace against the couch and keep his balance. He sunk comfortably into the cushions and brought one hand to his shaft. He began slowly rubbing it as he smiled up at Rachel with expectant eyes.

Rachel smiled back and began to lower herself between Matt's legs. But he stopped her motion with a look. His eyes dropped to her shorts and he gave her a nod. He didn't need to verbalize it. She knew what he meant. Matt usually liked her to get completely naked before she gave him head. He obviously loved the treat of her entirely naked body, and recently they'd been having sex pretty regularly as well. So it just made sense to cut to the chase.

Rachel took a breath and slipped delicately out of her shorts and underwear. She bent over and picked them up to place them next to the rest of her clothes. Her heart pounded and she turned back towards Matt, pausing for a few seconds to give him an extended view.

Arousing excitement tickled all over her skin as she watched his gaze wash over her body and eventually settle directly between her legs. She brought her hand idly to her pussy and ran a finger up her landing strip. She'd just shaved a day or two prior. The memories of the field trip day flashed quickly through her brain and her arousal jumped to a new level. She suddenly felt so sexy and ready to rock his world.

Without further delay, Rachel sunk down to her knees and scooted up into position. She brought her hand up and gently pushed Matt away to take his place stroking his shaft. She smiled as he sucked in a tense breath. She'd lost count of the number of times she'd sucked his dick, but it still strangely made her happy when he reacted pleasurably to her touch. She smiled and gave him a few playful tugs before leaning her face in and going to work.

Matt closed his eyes as Rachel opened her mouth and sucked him in deep. The sensation was smooth and warm and impossibly satisfying. He'd gotten used her blowjobs by now (he'd even kept playing his video game the last few times she'd done him) but the feelings still never disappointed. The girl knew how to give head. And she was so hot. And so willing. And he had her so wrapped up around his finger that she'd do it every time he called. The power he had over her was almost as enjoyable to him as the actual physical pleasure she delivered.

Rachel exhaled as she swirled her tongue around Matt's shaft. It was unexpected, but getting naked for his friend had actually helped turn her on even more. She was fully buzzing already and she smirked to herself as she realized Matt would surely be reaping the benefits of her heightened state of arousal. Maybe that had been his plan all along...

Following the thought, she popped his dick out of her mouth and flashed her eyes at him before dropping her head a little lower. She extended her tongue and began licking lavishly across the front of his balls while continuing to jerk him smoothly up above. Her soft lips ran generously over his sac and she whimpered as she licked and sucked away with enthusiasm. She felt his thighs tense up and she smiled again.

There had been a time when she'd have made him directly ask for such enthusiastic extracurricular work. But they were way past that now. She realized she'd probably blown Matt more than any non-boyfriend she'd ever had. It was so fucked up. He almost was like a boyfriend to her. Except all they did was hook up. And they had no feelings for each other, outside of her strange dependency issue. And obviously she was getting around with plenty of other boys as well. She wondered if Matt was hooking up with other girls. The thought made her feel weird. Almost a bit jealous. She brought her hand down between her legs and gently probed the edges of her pussy. A shock hit her and she moaned loudly. Everything felt great.

As the sensations continued to overtake her, Rachel slid her face back up and cradled the tip of Matt's cock between her soft lips. She pulled in her cheeks and sucked on his head firmly, causing gentle squeaking noises to fill the room. She flicked her tongue teasingly into his opening and moaned again as he stiffened in response. Her own fingers still working tenderly between her legs, she parted her lips wide and slipped Matt completely back into her mouth.

Now fully into the job, Rachel began to bob her head steadily as her lips slid snuggly up and down Matt's shaft. His head pushed gently into the top of her throat with each rotation and she shut her eyes tight as she sucked him. Her sandy-blonde hair fell down across her face and shook in time with the rocking of her head and neck. In her zeal to get started, she'd forgotten to put it up.

She stayed down and continued to suck him as she tried to ignore her distracting hair, but finally the annoyance became too much to bear. With a deep breath, she pulled up off him and rocked back on to her heels, her eyes alive and pussy twitching. As she strung her hair up into a hasty ponytail, she trembled to the sight of Matt's approving expression. His eyes were focused tightly on her large breasts, which jutted forward starkly in her arched up position. She let her own gaze fall across his body and she licked her lips as she looked directly at his cock. It was shiny from her saliva and pulsing gently as it stood tall and strong, awaiting her return.

Rachel smiled and flashed her eyes back up at Matt's. She loved that he wasn't playing his video game this time and that she had his full attention. She wanted to reward him for this behavior and she didn't hesitate as she leaned back over and angled her face low between his legs once again. She spread her lips and resumed licking and sucking on his balls while he let out a series of mumbled compliments.

The minutes passed as Rachel continued the generous servicing of her host and her own arousal coursed strongly through her body. She periodically touched herself while she worked, doing her best to keep her fire stoked and burning hot. Matt's curses and groans had progressed to a level that she knew from experience meant things were getting close. She wanted to get off too when he did so she made sure her own engine was idling at the ready.

She had made her way back up and was eagerly sucking on Matt's dick again when she casually looked up at his face to take in his expression. She loved watching him struggle with the pleasure. It reminded her of just how much power she wielded in these moments. Despite the overarching truth that it was he who held the power in this dynamic, Rachel chose to focus on the specific instances where the scales tipped back in her favor. The moments when she was melting him with her mouth or grinding her hips over his lap. It was a fleeting power, but it was what she had. And it made her feel warm in a time of chilling darkness.

But her warm feelings of power and excitement turned to panic as she saw Matt's glassy eyes dart suddenly behind her. He wasn't focused on her. He was looking at something.

Rachel froze her smooth motions and retracted her face from Matt's lap as she turned and craned her neck to follow his gaze. Her eyes widened and the air rushed from her chest. A boy stared back at her, also frozen in mid-step, as he descended the staircase into the basement. She watched as his baggy shirt and oversized chain rose and fell with his breaths.

Flip.

***

"My God, sweetie. You look gorgeous."

Rachel grinned brightly and turned around to follow the sound of the voice. She studied her mother's expression and felt a quick rush of emotion as she detected a hint of restrained, teary joy behind her eyes.

The face looking back at her was warm and loving, and in moments like these, it most closely resembled her own. Much to her mom's semi-serious dismay, it had always been readily apparent that Rachel got most of her looks from her dad. They had similar eyes and noses and their general facial shape and structure was very closely aligned. It wasn't a bad thing at all; Rachel's father was a handsome man and his daughter had certainly incorporated such favorable DNA in a very attractive way. But it still sometimes made her mom a little sad that both family members and casual acquaintances alike so quickly jumped to connect her daughter to her husband and not her own self.

However, when they both looked as were at the moment, the normally muted resemblance seemed to magically uncover itself and rise to the surface. The soft warmth of their expressions linked them and the light in their eyes mirrored a similar sense of kindness and wonder. The two women simply stared at each other for several moments and communicated without words. They could both see it. They could both feel it, too.

Rachel finally broke the silence with a sniff of her nose as she attempted to brush away the growing tingles in her scalp. She watched as her mom pressed her lips tightly together for a similar purpose and ran her gaze up and down her daughter's figure. Rachel followed the path and looked down over the shimmering red fabric of her prom dress that clung to and perfectly accentuated every feminine curve of her body. She suddenly felt beautiful, too. And hearing her mother verbalize it only made her senses warm further.

"Thanks, mom."

Her mother wiped at her eye and smiled brightly as she nodded and stepped closer to her daughter. Running her fingers over the front of the dress, she grinned and reached to rest her hand on Rachel's bare shoulder.

"I mean it, Rachel. I'm still not sure when or how my tiny baby grew up into this stunning knockout so fast, but..."

She trailed off, and bit her lip to again fight back the tears. Rachel's face tingled at the sight and she jokingly shook her head to try to diffuse the sweet tension.

"Momma, stop! Unless you want to pay Carol to do my makeup all over again!"

Both women giggled and Rachel sucked in a breath as her mom reached forward to pull her into a hug. The embrace felt warm and safe, and for a moment, Rachel closed her eyes and wished she could stay there forever. She suddenly didn't want to go anywhere or do anything. She needed nothing else.

The hug slowly concluded and the bittersweet emotion thankfully died back down. Rachel turned back to face the mirror she'd been studying when her mom had approached and offered her kind words. She traced her eyes all over her reflection, studying each individual section of the image before moving to the next like she was checking off boxes on a list. Her eyes lingered over her not-inappropriate but still alluring cleavage and she felt a tickle of confidence flash through her belly. She felt sexy and powerful and part of her couldn't wait to be seen.

Her mother seemed to read her thoughts as she stepped up into Rachel's body from behind and rested her hands on her smooth shoulders. She grinned again and let a playful twinkle show in her eye as she spoke with an equally playful tone.

"Kevin should be here in a few minutes. I can't wait to see his expression when he sees you."

She gave her daughter a tender kiss on the side of her head and smiled before turning to make her way to the door and exit the room. As she reached the threshold, she paused briefly and shook her head in admiration one final time.

"Seriously. He's going to flip."

Rachel had been lost in her own thoughts and not totally listening, but a word in her mother's last sentence caught her ear and sent a quick shiver down her spine. She blinked her eyes and spun around quickly.

"What did you say?"

Her mom was already halfway out the door but she stopped to duck her head back in. She scrunched her brow quizzically at her daughter's unexpected tone, but she simply smiled and shrugged as she repeated the words.

"I said he's going to flip when he sees you."

The shiver in Rachel's spine reverberated and her shoulders tensed involuntarily. The warmth she'd been feeling suddenly cooled and was replaced by a feeling of unease. Her brain flashed with a series of quick images but she pushed them away before they could show on her face. Steadying herself, she forced another happy smile and nodded.

Her mom studied her for a moment, but only nodded back as she turned and disappeared once more from view. Safely alone, Rachel let out a shivery breath and closed her eyes as the images came back again.

Flip.

***

Rachel felt her stomach twist painfully as she stared back at Flip's wide eyes. Her head began to feel light as it spun, and she started to yell but no words came out. She looked back at Matt with a wild expression but he only responded with his usual, casual smirk.

Matt's jarring nonchalance finally shook Rachel and she sprang into action. She had her back to Flip but she still moved to cover her breasts with her left arm. And she found her voice.

"W-what-? Oh my God, what are you doing here??"

Flip swallowed as he shot his eyes between Matt and Rachel. It was as if he hadn't expected her to react negatively to him casually showing back up and catching her completely naked in the middle of giving a blowjob. As if someone had perhaps told him that it wouldn't be a big deal...

"Oh shit. Fuck, I'm sorry! I, um-. I left my phone here and, like, I really needed it so-." He stepped off the stairs and began walking awkwardly across the room. "Look, it's right there. I'll just grab it and go. Damn, I'm sorry. My bad!"

Rachel traced his movement with a shocked expression as he crossed the room behind her and made his way to the part of the couch he'd been sitting on. Sure enough, his phone was lying on a nearby cushion, halfway under a pillow. Rachel felt her face redden further as Flip's closer position gave him a much clearer picture of what she was doing. Embarrassment flooded her senses as she realized she still had her hand wrapped around Matt's penis. She was even involuntarily rubbing him ever so slightly.

She also realized the ridiculousness of her other hand's positioning, awkwardly covering her large chest as best she could. Did that really make a difference? He'd already seen her boobs a few minutes earlier and she could only imagine what he'd seen coming down the stairs. Her back had been to him so he'd definitely gotten a full view of her ass. Maybe more. Her stomach twisted and her ears burned. And her pussy throbbed.

Flip's eyes were wide as he nervously glanced over to take in the view. Matt was slumped lazily into the corner of the couch, his dick rock hard and glistening. Rachel's small fingers were working him softly. Flip brought his gaze down her body and felt his pants tighten. She was totally naked and her body looked immaculate as she knelt back onto her heels. He couldn't see the parts of her that he wanted from his angle, but he'd gotten a great look at her ass for a few seconds as he'd come down the stairs. And he'd also seen her bobbing her head enthusiastically over Matt's lap at the same time.

Rachel felt like she was in the twilight zone. What was happening? Was she really kneeling naked with a penis in her hand while a boy who had been a total stranger a few minutes earlier looked on? Why hadn't he called out a warning when he'd come back? Why had he come back at all?? He had to have known what would be going on in the basement. And the way he was looking at her now...

Finally, Flip cleared his throat and stood up tall. He slipped his phone into his pocket and turned. Rachel felt a flutter as she noticed an obvious tent in the front of his pants. His mesh shorts didn't hide much and it looked like he to be painfully aroused. His nervous eyes jumped between her and Matt and he sucked in a breath as he spoke.

"So anyway, my bad again. I should've, like, yelled or-. Fuck, whatever. My bad. I'll just get going-."

Rachel flinched as Matt's surprisingly clear voice sounded out, cutting his friend off.

"Dude, don't worry about it. We're not prudes." He smiled down at Rachel as if to confirm with her that this was certainly all just a normal thing to happen. She smiled back nervously. He brought a hand to her hair and rubbed her gently as he spoke again.

"In fact, we don't mind at all. If you want to chill and watch, that's up to you. Right, Rach?"

Rachel felt pins and needles shoot through her face as she tried to process what Matt had just said. He was inviting his friend to stay? Stay and watch her finish sucking him off?? It was incredible! How could he even have the nerve to say it so casually? And to make it appear that it was coming from both of them. Rachel wanted to scream in protest. But it didn't come out that way.

"Um, I-. Matt, I don't think that it's such a good-."

But Matt sensed her weakness and kept on the gas. He moved his hand from the side of her head more towards the back by her ponytail. With subtle force, he began to guide her body back up towards him.